Viva GOLD Corp Closes First Tranche of Private Placement
NR 18-13
VIVA GOLD CORP CLOSES FIRST TRANCHE OF PRIVATE
PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
VANCOUVER, BC – October 26, 2018 – Viva Gold Corp. (TSX-Venture: VAU; OTCBB:
VAUCF) (the “Company” or “Viva”) is pleased to announce that it has closed the first tranche of the
non-brokered Private Placement (the "Offering") announced September 13, 2018. In connection with the
closing of the first tranche of the Offering, the Company issued an aggregate of 1,047,670 units (the
"Units") at a price of CDN $0.37 per Unit for gross proceeds of CDN $382,783.50. Each Unit consists of
one common share in the capital of the Company (a “Share”) and one whole transferable common share
purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is
exercisable to acquire one Share at an exercise price of CDN $0.47 per Share until October 26, 2020
which is 24 months from the date of issuance. A total of 10 placees subscribed to the Offering in the first
tranche. The Company expects to close the final tranche of the Offering in the coming weeks.
Insiders of the Company acquired an aggregate of 15,000 Units in the first tranche Offering, which
participation constituted a "related party transaction" as defined under Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither
the fair market value of the Units acquired by the insiders, nor the consideration for the Units paid by such
insiders, exceed 25% of the Company's market capitalization. As required by MI 61-101, the Company
advises that it expects to file a material change report relating to the Offering less than 21 days before
completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is
reasonable in the circumstances.
The proceeds of the Offering will be used to perform drilling and metallurgical testing work at the Issuer's
Tonopah Property, and for general working capital purposes.
The Company will pay aggregate finder’s fees on the first tranche of CDN $22,571 and issue 13,120 Units
in connection with subscriptions from subscribers including those introduced to the Offering by Foster &
Associates Financial Services Inc. and Haywood Securities Inc.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of
issuance of such securities. Closing of the Offering is subject to the acceptance of the TSX Venture
Exchange.
Viva Gold is a gold exploration and development company with a focus on Nevada. Viva holds 100% of
the Tonopah Gold Project, a large land position with demonstrated high-grade measured, indicated and
inferred gold resources, located on the prolific Walker Lane Trend in Nevada, 30 kilometers south-east of
the Round Mountain mine of Kinross Gold and 20 kilometers from the Town of Tonopah. Viva’s
management team has extensive experience in mining exploration, development and production and are
supported by a Board of Directors and advisors who are proven mine finders, deal makers and financiers.
Viva trades on the TSX-V as “VAU” and on the OTCBB in the US as “VAUCF”. For additional information
on Viva Gold and the Tonopah Gold Project, please visit our website: www.vivagoldcorp.com.
For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Valerie Kimball, Director Investor Relations
(720) 933-1150
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news
release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Forward-Looking Information:
Certain information contained in this news release constitutes “forward-looking information” or
“forward-looking statements” (collectively, “forward- looking information”). Without limiting the
foregoing, such forward-looking information includes statements regarding the process and
completion of the Offering, the use of proceeds of the Offering and any statements regarding the
Company’s business plans, expectations and objectives. In this news release, words such as
“may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate” and similar words and the negative form thereof are used to identify forward-looking
information. Forward looking information should not be read as guarantees of future
performance or results, and will not necessarily be accurate indications of whether, or the times
at or by which, such future performance will be achieved. Forward-looking information is based
on information available at the time and/or the Company management’s good faith belief with
respect to future events and is subject to known or unknown risks, uncertainties, assumptions and
other unpredictable factors, many of which are beyond the Company’s control. For additional
information with respect to these and other factors and assumptions underlying the forward-
looking information made in this news release, see the Company’s most recent Management’s
Discussion and Analysis and financial statements and other documents filed by the Company with
the Canadian securities commissions and the discussion of risk factors set out therein. Such
documents are available at www.sedar.com under the Company’s profile and on the Company’s
website, www.vivagoldcorp.com. The forward-looking information set forth herein reflects the
Company’s expectations as at the date of this news release and is subject to change after such date.
The Company disclaims any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise, other than as
required by law.